Common use of Performance Vesting Option Clause in Contracts

Performance Vesting Option. Except as provided below, twenty percent (20%) of the shares underlying the Performance Vesting Option shall vest and become exercisable on each of the first five anniversaries of the Grant Date (each, an “Eligible Vesting Date”) if, on the last day of the Company’s most recent fiscal quarter ending on or prior to such Eligible Vesting Date, the value of a share of the Company’s Common Stock has increased by at least twelve percent (12%) (the “Vesting Hurdle”) over the value of a share of the Company’s Common Stock at the beginning of such twelve-month period, provided the Participant is still employed by the Company on each such Eligible Vesting Date. The value of the Common Stock and whether the Vesting Hurdle has been achieved shall be determined by the Board of Directors of the Company (the “Board”) acting reasonably and in good faith, without discount for minority interest or lack of liquidity, and by taking into account any external valuation of the Company or its Common Stock. a. If any portion of the Performance Vesting Option does not vest on the Eligible Vesting Date on which it initially becomes eligible to vest in accordance with the vesting provisions in this sub-section (2) because the Vesting Hurdle was not achieved for the relevant twelve-month period (any such twelve-month period, the “Below-Target Year”), then such portion (the “Catch-Up Tranche”) shall remain outstanding (subject to exceptions as provided in Section 6 below) and shall be eligible to vest pursuant to (i) and (ii) below, provided the Participant is employed by the Company on the last day of the applicable Catch-up Year (as defined below) or date of a Liquidity Event: i. If on the last day of either of the next two succeeding twelve-month periods (the “Catch-Up Years”), the value of the Company’s Common Stock increases by twelve percent (12%) compounded annually, over the value of a share of Common Stock at the beginning of the Below-Target Year, then such Catch-Up Tranche will vest as of the last day of the Catch-Up Year, provided the Participant is still employed by the Company on such day. ii. If any Liquidity Event results in the Original Holders realizing an MoM equal to or in excess of the MoM Target, then any unvested Performance Vesting Option shall immediately vest and become exercisable as of the date of the Liquidity Event, provided the Participant is still employed by the Company on such date. iii. For purposes of the foregoing, “Liquidity Event” shall mean any transaction or series of transactions occurring after the Grant Date that results or resulted in the receipt of cash by the Original Holders for or in respect of any of their shares of capital stock of the Company or any securities into which such shares were converted or exchanged; “MoM” shall mean a number, determined on each Liquidity Event, equal to all cash received directly or indirectly by the Original Holders in connection with the Liquidity Event, plus all cash received on any prior Liquidity Event; the “MoM Target,” for any Liquidity Event occurring on or prior to the fifth anniversary of the Grant Date, shall equal $1,405,975,914 (as may be adjusted for additional capital investments in the future), and for any Liquidity Event on or after the fifth anniversary of the Grant Date, shall equal $1,405,975,914 (as may be adjusted for additional capital investments in the future), increased by an additional fifteen percent (15%) per annum for each portion or full one-year period following the fifth anniversary of the Grant Date, compounded annually; and “Original Holders” shall mean TPG Partners IV, L.P. and the other parties to the operating agreement of IASIS Investment LLC as of the date of the Employment Agreement dated September 30, 2010 (the “Employment Agreement”) and their affiliates.

Performance Vesting Option. Except as provided below, twenty percent (20%) of the shares underlying the Performance Vesting Option shall vest and become exercisable on each of the first five anniversaries of the Grant Date (each, an “Eligible Vesting Date”) if, on the last day of the Company’s most recent fiscal quarter ending on or prior to such Eligible Vesting Date, the value of a share of the Company’s Common Stock has increased by at least twelve percent (12%) (the “Vesting Hurdle”) over the value of a share of the Company’s Common Stock at the beginning of such twelve-month period, provided the Participant is still employed by the Company on each such Eligible Vesting Date. The value of the Common Stock and whether the Vesting Hurdle has been achieved shall be determined by the Board of Directors of the Company (the “Board”) acting reasonably and in good faith, without discount for minority interest or lack of liquidity, and by taking into account any external valuation of the Company or its Common Stock. a. If any portion of the Performance Vesting Option does not vest on the Eligible Vesting Date on which it initially becomes eligible to vest in accordance with the vesting provisions in this sub-section (2) because the Vesting Hurdle was not achieved for the relevant twelve-month period (any such twelve-month period, the “Below-Target Year”), then such portion (the “Catch-Up Tranche”) shall remain outstanding (subject to exceptions as provided in Section 6 below) and shall be eligible to vest pursuant to (i) and (ii) below, provided the Participant is employed by the Company on the last day of the applicable Catch-up Year (as defined below) or date of a Liquidity Event: i. If on the last day of either of the next two succeeding twelve-month periods (the “Catch-Up Years”), the value of the Company’s Common Stock increases by twelve percent (12%) compounded annually, over the value of a share of Common Stock at the beginning of the Below-Target Year, then such Catch-Up Tranche will vest as of the last day of the Catch-Up Year, provided the Participant is still employed by the Company on such day. ii. If any Liquidity Event results in the Original Holders realizing an MoM equal to or in excess of the MoM Target, then any unvested Performance Vesting Option shall immediately vest and become exercisable as of the date of the Liquidity Event, provided the Participant is still employed by the Company on such date. iii. For purposes of the foregoing, “Liquidity Event” shall mean any transaction or series of transactions occurring after the Grant Date that results or resulted in the receipt of cash by the Original Holders for or in respect of any of their shares of capital stock of the Company or any securities into which such shares were converted or exchanged; “MoM” shall mean a number, determined on each Liquidity Event, equal to all cash received directly or indirectly by the Original Holders in connection with the Liquidity Event, plus all cash received on any prior Liquidity Event; the “MoM Target,” for any Liquidity Event occurring on or prior to the fifth anniversary of the Grant Date, shall equal $1,405,975,914 (as may be adjusted for additional capital investments in the future), and for any Liquidity Event on or after the fifth anniversary of the Grant Date, shall equal $1,405,975,914 (as may be adjusted for additional capital investments in the future), increased by an additional fifteen percent (15%) per annum for each portion or full one-year period following the fifth anniversary of the Grant Date, compounded annually; and “Original Holders” shall mean TPG Partners IV, L.P. and the other parties to the operating agreement of IASIS Investment LLC as of the date of the Employment Agreement dated September 30October 11, 2010 (the “Employment Agreement”) and their affiliates.